5010AI Platform Terms and Conditions
Effective Date: November 24, 2025
These Terms and Conditions (“Terms”) govern the use of Q, a generative AI and retrieval-augmented generation (RAG) service (“Services” or “Product”) provided by 5010AI LLC (“5010AI,” “Company,” “we,” or “us”). By ordering or using the Services, you (“Customer,” “you,” or “your”) agree to be bound by these Terms (together with any Order Form executed by you and accepted by 5010AI, the “Agreement”). If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree to these Terms, do not use the Services.
1. Order Forms and Acceptance
1.1 Ordering Process: To obtain access to the Services, you must submit a completed 5010AI Order Form or place an order through an approved channel. All Order Forms are subject to acceptance by 5010AI. An order becomes binding when 5010AI provides written acceptance or commences service delivery (for example, by providing access or an invoice). You agree to be bound by the terms of any accepted Order Form.
1.2 Binding Commitment: Once accepted, an Order Form (including the subscription term) is non-cancellable and non-modifiable by you except with our written consent. You represent and warrant that any individual submitting an Order Form or purchase order on your behalf is duly authorized to bind you. Invoices will be issued for all accepted orders, and you agree to pay all Fees as provided in Section 4 below.
1.3 Order of Precedence: If there is any conflict between these Terms and an Order Form, the Order Form controls only with respect to specific order details (such as fees and term), and these Terms govern all other aspects of the relationship. Any additional or different terms in your purchase orders or other documents are void unless explicitly accepted in writing by 5010AI.
2. License Grant and Restrictions
2.1 License Grant: Subject to your compliance with these Terms (including timely payment of fees), 5010AI grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term for your internal business purposes. The Services include Q’s web interface, APIs, and any related software or documentation. All rights not expressly granted are reserved by 5010AI.
2.2 Scope of Use: You may only access the Services using the credentials issued to you and for the data and use cases specified in the Order Form. Any license to use the Product’s outputs (“Outputs”) is limited to your internal, business use as permitted by these Terms. You may not distribute, resell, lease, or sublicense the Services or allow unauthorized third parties to use them.
2.3 Intellectual Property: 5010AI retains all rights, title, and interest in and to the Services, including all underlying software, models, technology, and documentation. The Services use proprietary algorithms, datasets, and models (including pretrained generative AI models). Nothing in these Terms grants you any ownership right in the Services. However, as between you and 5010AI, you retain ownership of any data you input into Q (“Input”), and you own all Output generated for you. You hereby grant 5010AI a limited license to use your Input for the sole purpose of providing the Services to you and complying with applicable law, and otherwise as set forth in a Data Processing Addendum if required.
2.4 License Restrictions: You agree not to (a) copy, modify, or create derivative works of the Services or any part of them (except as specifically permitted by us); (b) reverse engineer, decompile, or disassemble the Services; (c) transfer or lease the Services to any third party except as expressly allowed hereunder; (d) use the Services to build a competing product; or (e) use the Services in any manner not expressly permitted by this Agreement. Breach of license restrictions are grounds for immediate termination of these Terms.
3. Customer Obligations
3.1 Authorized Use: You are responsible for all activities performed under your accounts, access credentials, or API keys. You will ensure that only authorized users (e.g., your employees or agents) access the Services under your account. You will prevent unauthorized use and promptly notify 5010AI of any security breach or unauthorized access.
3.2 Lawful Use: You shall use the Services only for lawful purposes and in compliance with all applicable laws and regulations. You agree not to use the Services to generate content that is defamatory, obscene, illegal, or infringing, or to facilitate any illegal activity.
3.3 Data Responsibility: You are solely responsible for the accuracy, completeness, and legality of the Input data you provide, and any data derived from using the Services. You must ensure that you have all necessary rights and consents to input such data (including personal or confidential data) and to have the Services process it. You are responsible for notifying affected individuals, as required by law, about the use of their data with the Services. The obligations in 5010AI’s Data Processing Addendum (if applicable) and these Terms regarding privacy and data protection do not relieve you of your obligations to comply with privacy laws.
3.4 Output Review: Because Q uses generative AI, you must review and verify all AI-generated Outputs before relying on them. You understand that AI outputs may be inaccurate or incomplete (“hallucinations”). Accordingly, you agree not to use any Output as a sole basis for legal, regulatory, medical, financial, or other important decisions. You remain responsible for all decisions made or actions taken based on the Outputs. You should apply human judgment and, where appropriate, consult independent experts to validate AI-generated content.
4. Fees and Payment
4.1 Fees: You agree to pay all fees and charges set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, 5010AI will invoice you for all Fees due at the start of your subscription term or as otherwise agreed. Fees are quoted in U.S. dollars (USD) unless another currency is specified.
4.2 Payment: Payment is due within thirty (30) days of invoice date (or as otherwise stated in the Order Form). No setoff or withholding is allowed. Timely payment of Fees is a condition of your access to the Services. If you fail to pay any undisputed invoice by its due date, 5010AI may suspend or terminate your access to the Services until payment is made. Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by law) from the due date until paid.
4.3 Taxes: Fees are exclusive of taxes, duties, and charges. You are responsible for all taxes (including VAT, sales, use, and withholding taxes) associated with your purchase or use of the Services, except for taxes based on 5010AI’s net income. If 5010AI is required to collect or pay any such taxes, you will reimburse 5010AI.
4.4 No Refunds: Except as expressly provided in this Agreement or required by law, all payments are non-refundable. Your obligation to pay Fees is not contingent on the delivery of any future features or on the performance of the Services, beyond what is expressly warranted in these Terms.
5. AI and Beta Features
5.1 AI Features: The Services may include generative AI capabilities and RAG (retrieval-augmented generation) features (e.g., chatbots, knowledge retrieval, automated content generation). These features use machine learning models trained on various data sources. You acknowledge that AI technology has inherent limitations and that output may not always be unique or fully accurate.
5.2 Beta and Experimental Features: 5010AI may label certain new AI features as “beta,” “pilot,” “experimental,” or similar. Beta Features are provided on a trial or preview basis. They are provided “AS IS” and “AS AVAILABLE,” without any warranties, and 5010AI may modify or discontinue them at any time without notice. You agree that 5010AI will have no liability for your use of Beta Features. To the extent applicable, feedback you provide on Beta Features will be governed by Section 7 (Feedback).
5.3 Output Disclaimer: Any content or output generated by the AI (collectively, “AI Output”) is for general informational purposes only. AI Output is produced automatically based on patterns in the data and may contain errors or omissions. 5010AI does not guarantee the correctness, completeness, or appropriateness of any AI Output. You should not rely on AI Output as professional advice or in lieu of your own knowledge. You are solely responsible for verifying and validating all AI Output. In particular, any decisions you make based on AI Output are your responsibility, and you remain accountable for complying with all applicable laws and regulations in your operations.
5.4 Prohibited AI Uses: You agree not to use the AI features of the Services to:
Generate or disseminate defamatory, harassing, obscene, hateful, violent, or otherwise illegal or harmful content.
Facilitate criminal, fraudulent, or unethical activities (e.g., automated scams, false content for deception).
Infringe any third party’s intellectual property or privacy rights.
Input or request generation of sensitive personal data (e.g., health, biometric, financial) unless you are fully authorized and compliant with all applicable privacy laws.
Attempt to reverse-engineer or misuse the underlying AI models.
Using the Services in violation of these restrictions is grounds for immediate termination.
6. Data Privacy and Protection
6.1 Compliance with Privacy Laws: Each party will comply with applicable data privacy and protection laws in connection with the Services. In particular, you agree to use the Services in compliance with the EU General Data Protection Regulation (GDPR) and other relevant privacy laws. For example, the GDPR “sets out detailed requirements for companies and organizations on collecting, storing and managing personal data,” and applies when an organization in the EU processes personal data or an organization outside the EU offers goods or services to individuals in the EU. You will obtain all necessary consents and notices for processing personal data through the Services.
6.2 Data Processing: If you use the Services to process personal data, you are the “Controller” of that data and 5010AI is a “Processor” under GDPR and similar laws. 5010AI’s obligations are set forth in the Data Processing Addendum (DPA) incorporated into this Agreement. You remain responsible for compliance with data protection laws, including ensuring that processing is lawful and that data subjects’ rights can be exercised. 5010AI will implement reasonable technical and organizational measures to protect personal data against unauthorized or unlawful processing and accidental loss or destruction.
6.3 Security: 5010AI will maintain appropriate security measures (e.g. encryption, access controls, monitoring) to protect the confidentiality and integrity of data processed by the Services. However, you understand that no internet or data storage system is 100% secure. In case of any unauthorized access or data breach, 5010AI will notify you promptly as required by law and work to remediate the issue.
7. Confidentiality
7.1 Definition: “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that should reasonably be understood as confidential given its nature. Confidential Information includes business plans, technology, trade secrets, and Customer Content. For the avoidance of doubt, Customer Input and AI Output (except Output that is already public) are your Confidential Information, and 5010AI’s model architecture, algorithms, and software are 5010AI’s Confidential Information.
7.2 Nondisclosure Obligations: Each party agrees not to use the other’s Confidential Information for any purpose other than performing its obligations under these Terms. The Recipient will protect the Discloser’s Confidential Information using the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care). Confidential Information may only be disclosed to employees or contractors who need to know it for performance of these Terms and who are bound by confidentiality obligations no less strict than those herein.
7.3 Exclusions: Confidential Information does not include information that (a) was or becomes publicly available through no breach by Recipient; (b) was rightfully in Recipient’s possession prior to disclosure; (c) was rightfully received from a third party without confidentiality restrictions; or (d) was independently developed by Recipient without use of the other’s information.
7.4 Required Disclosure: If Recipient is compelled by law to disclose Confidential Information, it will give Discloser prompt notice (if legally permitted) and cooperate with Discloser’s efforts to limit or contest the disclosure.
7.5 Survival: Confidentiality obligations survive termination of this Agreement for five (5) years (or longer if required by law).
8. Warranties and Disclaimers
8.1 5010AI Warranty: 5010AI warrants that it will provide the Services in a professional manner consistent with general industry standards. If the Services do not materially conform to the documentation, you must notify 5010AI in writing within thirty (30) days. Upon timely notification, 5010AI will attempt to correct the non-conformance. If 5010AI cannot correct the issue within a reasonable time, you may terminate the affected part of the Agreement and receive a pro-rata refund of prepaid fees. This remedy is your sole remedy for any breach of this warranty.
8.2 Disclaimers: EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND. 5010AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. You acknowledge that generative AI is experimental, and 5010AI does not warrant that the Services will meet all your requirements. In particular, AI-generated outputs may contain hallucinations and should not be solely relied upon.
8.3 Customer Sole Responsibility: You are solely responsible for verifying the accuracy and legality of all Outputs. You assume all risk from use of the Services. As OpenAI’s business terms highlight, “You are solely responsible for all use of the Outputs and evaluating the Output for accuracy and appropriateness for your use case”. Accordingly, you should implement your own processes to review and validate outputs (for example, human review).
8.4 No Legal or Professional Advice: The Services are not designed to provide legal, regulatory, financial, medical, or other professional advice. You agree not to represent or imply that any AI Output is a substitute for such advice. You will comply with all laws, regulations, and professional standards in any use of the Services or Outputs. (For example, if you provide AI-generated information to third parties, your contracts should disclaim reliance on it and advise them to seek professional counsel.)
9. Limitation of Liability
9.1 Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO 5010AI IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. This cap applies to all liability, including breach of contract, tort, strict liability, or otherwise. The above limitations shall not apply to (a) damages arising from a party’s gross negligence or willful misconduct, (b) payment obligations, or (c) either party’s breach of confidentiality or infringement of intellectual property.
10. Indemnification
10.1 By Customer: You will indemnify, defend, and hold harmless 5010AI and its affiliates, officers, and employees (the “Indemnified Parties”) from claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or related to (a) your violation of these Terms, (b) your misuse of the Services (including breach of Section 5 or use of the Services outside licensed scope), or (c) any dispute between you and a third party concerning your data, content, or outputs (for example, claims that your Input or use of AI Output infringes another’s rights).
10.2 By 5010AI: 5010AI will indemnify and defend Customer against any third-party claim alleging that the unmodified Services infringe the intellectual property rights of that third party, provided that (a) you promptly notify 5010AI in writing of the claim, (b) 5010AI has sole control of the defense and settlement, and (c) you reasonably cooperate. If an injunction or claim prevents your use of the Services, 5010AI may (at its option) obtain the right for you to continue using the Services, replace or modify them to be non-infringing (with substantially similar features), or terminate the Agreement and refund unused fees. The foregoing states the entire obligation of 5010AI for intellectual property infringement.
10.3 Exclusions: Neither party’s indemnity obligation applies to the extent that a claim arises from the other party’s negligence, misconduct, or breach of these Terms (including modifications or misuse of the Services).
11. Term and Termination
11.1 Term: This Agreement commences on the Effective Date (as defined in the Order Form or registration) and continues for the term specified in the Order Form (“Term”). Unless otherwise stated, subscription terms auto-renew for successive terms of equal length, unless either party gives notice of non-renewal at least 30 days before the end of the then-current term.
11.2 Termination for Cause: Either party may terminate this Agreement (or an Order Form) on written notice if the other party materially breaches these Terms and fails to cure within thirty (30) days after receiving written notice of the breach. 5010AI may also terminate your access immediately if you fail to pay undisputed fees when due, or if you violate any use restrictions or applicable law.
11.3 Effect of Termination: Upon any termination, all outstanding payment obligations become due immediately. 5010AI will disable your access to the Services. Sections on Confidentiality (7), Warranties & Disclaimers (8), Limitations (9), Indemnification (10), Governing Law and Jurisdiction (12), and Miscellaneous (15) will survive termination.
11.4 No Further Liability: Upon termination, 5010AI will have no obligation to provide support or deliver any unused features. Termination does not limit either party from pursuing other remedies for breach.
12. Compliance with Laws and Export Controls
12.1 General Compliance: You agree to comply with all applicable laws and regulations in connection with your use of the Services. This includes data privacy and protection laws (for example, GDPR and similar international or U.S. privacy laws). You are responsible for ensuring your use of the Services, and any output complies with all laws, rules, and professional guidelines.
12.2 Export Controls: The Services and any underlying technology may be subject to export control laws (such as U.S. Export Administration Regulations) and economic sanctions. You agree not to export, re-export, or transfer any portion of the Services, or outputs derived therefrom, to any country or person prohibited by U.S. or other applicable law. For instance, you may not use or access the Services in or for the benefit of any U.S.-embargoed country or person on U.S. government restricted or denial lists. You represent and warrant that you are not located in, under control of, or a national of any such country, nor are you a Sanctioned Party. You further agree not to use the Services for purposes prohibited by law (such as weapons proliferation or terrorism).
12.3 Anti-Bribery: You and 5010AI each will comply with all applicable anti-corruption and anti-bribery laws (e.g., the U.S. Foreign Corrupt Practices Act and UK Bribery Act). Neither party will offer or accept any improper payment or benefit in connection with this Agreement.
12.4 Local Laws: If you access or use the Services outside the United States, you do so on your own initiative and must comply with local laws. 5010AI does not guarantee the Services comply with laws of jurisdictions other than those explicitly addressed above.
13. Governing Law and Dispute Resolution
13.1 Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, USA (excluding its conflicts-of-law rules), and applicable U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
13.2 Dispute Resolution: Any dispute arising under this Agreement will be subject to the exclusive jurisdiction of state or federal courts located in New Castle County, Delaware. Each party consents to such jurisdiction and venue and waives any objections (such as inconvenient forum). Notwithstanding the foregoing, 5010AI may seek equitable relief (including injunctive relief) in any court of competent jurisdiction to protect its intellectual property or confidential information.
13.3 Attorneys’ Fees: In any action to enforce this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs from the other party.
14. Miscellaneous
14.1 Entire Agreement: This Agreement (including all Order Forms, Schedules, and DPAs) constitutes the entire understanding between you and 5010AI concerning the Services and supersedes all prior agreements. No amendment or waiver is effective unless in writing signed by both parties.
14.2 Assignment: You may not assign or transfer this Agreement without 5010AI’s prior written consent (and any unauthorized assignment is void). 5010AI may assign this Agreement without your consent to an affiliate or in connection with a merger or sale of assets. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their successors and permitted assigns.
14.3 Force Majeure: Neither party will be liable for any delay or failure to perform caused by events beyond its reasonable control (e.g. natural disasters, war, epidemics, government actions). The affected party will promptly notify the other and resume performance as soon as practicable.
14.4 Notices: All notices under this Agreement must be in writing. 5010AI may provide notices to you via email or publication on its website; notices to 5010AI should be sent to the address specified in your Order Form or the contact information provided by 5010AI.
14.5 Severability: If any provision of this Agreement is held invalid or unenforceable, the rest of the Agreement remains in effect. The invalid provision will be replaced with a valid provision that most closely reflects the parties’ intent.
14.6 No Third-Party Beneficiaries: This Agreement is for the benefit of you and 5010AI only. Nothing herein grants any right or remedy to any other person or entity.
14.7 Waiver: No failure or delay by either party in exercising any right hereunder will operate as a waiver of that right. A waiver of any breach or right under this Agreement must be in writing and signed by the waiving party.
14.8 Interpretation: Section headings are for convenience and do not affect interpretation. “Including” and similar terms are not limiting; “or” is disjunctive.
By signing an Order Form or by using the Product, you acknowledge that you have read this Agreement and agree to all the terms and conditions contained herein.